SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 7, 2002
----------------------------
Date of Report
(Date of earliest event reported)
BioSyntech, Inc.
-----------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 0-27179 88-0329399
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
450 Boulevard Armand-Frappier, Laval, Quebec, Canada H7V 4B3
---------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(450) 686-2437
----------------------------------
(Registrant's telephone number,
including area code)
--------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report.)
Item 4. Change in Registrant's Certifying Accountant.
On October 7, 2002, BioSyntech, Inc. (the "Company"), by action of
its Board of Directors, terminated its relationship with Ernst & Young LLP
("Ernst & Young"), the independent auditors previously engaged to audit the
Company's financial statements, effective with the date of completion of the
review by Ernst & Young of the Company's financial statements for the period
ended September 30, 2002. The Board of Directors will shortly announce its
recommendation of a new independent auditing firm and will submit its
recommendation for ratification at the Company's 2002 Annual Meeting of
Stockholders scheduled to be held on December 4, 2002.
The audit reports of Ernst & Young on the Company's financial
statements for the fiscal years ended March 31, 2002 and March 31, 2001 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles, except such
report dated May 24, 2002 was modified to include an explanatory paragraph for a
going concern uncertainty.
In connection with the audits of the Company's financial statements
for each of the two fiscal years ended March 31, 2002 and March 31, 2001, and in
the subsequent interim period through October 7, 2002, the date of termination,
the Company had no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to the satisfaction of Ernst &
Young would have caused Ernst &Young to make reference to the matter in its
report.
The Company provided Ernst & Young with a copy of this report
prior to filing it with the Securities and Exchange Commission ("Commission").
The Company requested that Ernst & Young furnish the Company with a letter
to the Commission stating whether Ernst & Young agrees with the above
statements. A copy of that letter dated October 15, 2002 is filed as an Exhibit
to this Form 8-K.
-2-
Item 7. Financial Statements and Exhibits
The following exhibit is included as part of this report:
EXHIBIT PAGE
NO. NO. DESCRIPTION
16.1 4 Letter from Ernst & Young LLP regarding
the change in independent auditor.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BioSyntech, Inc.
Dated: October 15, 2002 By: /s/ Amine Selmani
--------------------------------------
Name: Amine Selmani
Title: Chief Executive Officer
& President
